ARKO Petroleum acquires U.S. Petroleum Partners for $205M cash plus $30M stock

ARKO Petroleum Corp.

Acquires two fuel terminals (Novi, MI and Toledo, OH) and supply rights to 400+ dealer locations in Great Lakes region.
Total consideration: $205M cash at closing plus $30M in Class A common stock (est. 1.46M shares), with earn-out based on EBITDA targets.
Earn-out: additional consideration if acquired business achieves $31.7M EBITDA and $2.2M from fuel components; up to $5M cash recoupment if targets missed.
Transaction not subject to financing condition; expected to be funded via existing credit lines; HSR waiting period required.
Stock issued in private placement under Section 4(a)(2) and Rule 506; registration rights granted.

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